Payment and Final Account in Vietnam Construction Contracts

Updated: 22 October 2026 · IVLF Advisors

Most construction cash-flow disputes in Vietnam do not start with a quarrel about quality. They start with a payment application that was incomplete, a currency clause that conflicts with foreign-exchange rules, or a final account that nobody prepared until the project was already late.

A well-built payment and final account construction Vietnam regime decides who finances the project in the meantime, and the decisive provisions now sit in the Law on Construction No. 135/2025/QH15 and Decree 210/2026/NĐ-CP, both effective from 1 July 2026. How that regime bites depends on the asset: a section of the North–South high-speed railway, a steel plant, a solar farm and a resort complex each put pressure on cash flow in a different place.

This article is written for foreign investors, lenders, employers and contractors working under Vietnamese law. It explains what the statute requires, which deadlines are mandatory only for public-investment and PPP projects, and how a FIDIC-style payment mechanism must be adapted.

Payment and final account construction Vietnam: the legal framework

The Law on Construction (Luật Xây dựng) No. 135/2025/QH15 requires every construction contract to say precisely how payment, interim payment, final account (quyết toán) and liquidation (thanh lý) will work, including unilateral final account and liquidation. That requirement is in Article 87(1). Decree 210/2026/NĐ-CP then fills in detail in Articles 27 to 31 and replaces Decree 50/2021/NĐ-CP.

The statute also sets three rules that apply to every contract, public or private. Payment must follow the contract type, the price form and the agreed conditions. The employer must pay in full and on time, after deducting advance payment and any retention agreed. And the payment currency is Vietnamese dong; foreign currency may be used only in compliance with foreign-exchange legislation (Article 87(2)).

The decree adds fixed numbers. Those numbers, such as the 14-working-day payment period or the 60/120-day final account window, apply only to public-investment projects and PPP projects. For privately funded projects, the parties agree the periods themselves, subject to the statute and the Civil Code. Treat any “Vietnam payment deadline” you read online with that scope in mind.

Why payment and final account construction Vietnam provisions need three separate clocks

A contract that works needs three clocks, not one. The first governs interim payment: when the contractor may apply, what documents it must attach, and when the employer must pay. The second governs the final account: who prepares the dossier, within what period, and what happens if one side does not co-operate. The third governs liquidation, which formally closes the contract and releases remaining securities.

Foreign-style contracts often compress these into one “final payment” clause. That is unsafe in Vietnam, because the statute treats final account and liquidation as distinct steps, each with a right to proceed unilaterally if the other side stalls.

How interim payment construction Vietnam rules work under Decree 210/2026

Article 28 of the decree lets the parties choose the form of payment, the number of instalments and the milestones. For public-investment and PPP contracts it adds that payment under the contract does not need a separate addendum, unless the work is newly added and not yet priced.

Where value cannot yet be fixed, for example because price-adjustment data is missing, public-investment and PPP contracts may provisionally pay at the contract price or unit rate and settle once the data exists. That avoids a stand-off but needs a clear true-up clause.

Payment method by price form

The decree ties the payment method to the price form. This matters for any construction contract payment terms Vietnam lenders review, because it determines what the contractor must prove each month.

Price form	How value is paid (public-investment and PPP contracts, Art. 28)	Practical consequence
Lump sum (trọn gói)	Percentage of the contract price, of the work item or of the quantity, matched to stages; the employer may not demand confirmation of detailed completed quantities, except for work outside scope	Milestone definition is the whole game; ambiguity moves risk to the employer
Fixed or adjustable unit rate	Actual quantity completed and accepted multiplied by the contract unit rate, or the amended rate	Measurement and acceptance records drive each payment
Time-based, cost plus fee, output-based, percentage, mixed	As defined for each form in the decree and the contract	The contract must state the unit of measurement and evidence
Quantity not yet priced	Supplementary agreement on price before the work is performed	Unpriced work is the commonest source of unpaid claims

For private projects the same logic is good practice but not mandatory. ODA and foreign-loan projects follow the relevant international treaty where it provides otherwise.

The 14-working-day rule and who it protects

For public-investment and PPP contracts, the employer must pay within a maximum of 14 working days from receiving a valid payment dossier. Working days are Monday to Friday excluding public holidays. The clock starts when the dossier is complete, which is why the content of the dossier, and the discipline of submitting it properly, carries so much weight.

A private contract has no statutory number. The FIDIC 1999 edition Silver Book, for example, provides 56 days after the employer receives the statement and supporting documents (Sub-Clause 14.7(b)). If you import that period into a Vietnamese public-investment contract, the clause conflicts with the decree and is at risk of being overridden or treated as a drafting defect by the project owner.

Late payment interest construction Vietnam and suspension

Late payment has a price. Article 28 of the decree requires the employer to pay interest on the overdue amount at the rate agreed in the contract. If no rate is agreed, the overdue lending rate published by the commercial bank where the contractor holds its payment account applies for the relevant period. Employers should set a rate deliberately.

In public-investment and PPP contracts, the contractor may also suspend work if the employer fails to pay a full agreed payment stage more than 28 days after the due date, unless the contract says otherwise. The suspending party must notify in writing, with reasons, within a period stated in the contract that does not exceed 28 days (other than for force majeure). A suspension without proper notice, or on grounds not supported by the contract, exposes the suspending party to damages under Article 86(2) of the Law. Prolonged non-payment can ultimately support termination of the construction contract.

Retention, advances and payment security

The statute expects the employer to pay after deducting recovery of advance payment and any retention money agreed (Article 87(2)(b)). Retention money construction contract Vietnam practice is therefore a matter of agreement; the law recognises it but does not fix a percentage. The contract should state the rate, the cap, the release triggers and whether a retention bond may replace cash retention.

Advance payment has its own rules, covered in our article on advance payment in Vietnamese construction contracts. The interaction matters here: advances are recovered from interim payments, so a payment application that ignores the recovery schedule is wrong on its face.

Under the Law (Article 83(3)), a contractor may require the employer to prove adequate financial capacity or to provide a payment security, except on public-investment contracts. For PPP contracts, the decree adds that the employer’s financial capacity can be shown by a credit agreement or loan arrangement with a financial institution. Compare FIDIC Sub-Clause 2.4.

Currency: why dong is the default

Under Article 87(2)(c) of the Law, the payment currency is Vietnamese dong. Foreign currency can be used only in compliance with foreign-exchange legislation. Where a contract price is expressed in more than one currency, Decree 210/2026 requires the contract to state the part of the price attributable to each currency, consistently with the tender documents, bid and negotiation minutes.

For a foreign investor this has three consequences. First, a dollar-denominated price that is paid in dollars has to be justified under the foreign-exchange rules; do not assume it. Second, if the contract is dong-denominated but the real cost base is imported, price adjustment and exchange-rate allocation need explicit language. Third, FIDIC Sub-Clause 14.7 assumes payment into a bank account in a payment country for each currency, and that default must be reviewed in the Particular Conditions against Vietnamese rules. We have not examined the detailed foreign-exchange regulations here; take specific advice before signing.

Final account: preparing the dossier

Under Article 87 of the Law, the contractor prepares and submits the final account within the period agreed. Decree 210/2026 (Article 30) adds that the dossier is confirmed by representatives of the employer or its consultant and the contractor.

For public-investment and PPP contracts, the dossier must include:

• the acceptance record for completion of all work, including additional work;
• the final account schedule (often called the A-B schedule), showing the value of completed work, work added outside scope, amounts already paid or provisionally paid, and the balance;
• as-built documents and the site diary, where construction is involved; and
• any other documents the contract requires.

The maximum period for the final account is 60 days from completion and acceptance of all work, extended to 120 days for large or complex contracts. Again, these figures are mandatory only for public-investment and PPP contracts. In a private contract they are a reasonable benchmark, not a rule.

What happens if the other side does not co-operate

Article 87(5) of the Law gives each party a safety valve. If one party does not prepare the final account or liquidation as agreed, the other may carry it out unilaterally. Decree 210/2026 confirms that the party acting unilaterally prepares the dossier.

This is a powerful tool, but only as strong as the records behind it: acceptance minutes, measurement sheets, correspondence and payment history. Without them, a unilateral dossier is merely an opening position in a dispute.

Contract liquidation construction Vietnam: closing the contract

Liquidation (thanh lý) is required when obligations are completed or when the contract is terminated on the grounds in Article 85(2) of the Law. For public-investment and PPP contracts, Decree 210/2026 permits the contract to expire automatically on completion of obligations, or to be closed by a liquidation record prepared by the contractor and confirmed by the employer. The maximum liquidation period is 45 days, or 90 days for large and complex contracts, counted from completion of all obligations or termination.

If liquidation follows a termination, the decree states that the parties agree a period that does not exceed 56 days from the notice of termination, unless they agree otherwise, and that public-investment and PPP contracts follow the specific rule above. A party that will not liquidate can be bypassed through the unilateral procedure in Article 31.

For lenders, the practical point is not to release a final security, such as a warranty bond or retention, merely because the contractor has asked. Tie release to a signed liquidation record.

Comparing the deadlines: statute, decree and FIDIC

The table below puts the key periods side by side. It shows how easily a foreign-form contract can drift out of line with Vietnamese rules.

Event	Public-investment and PPP contracts (Decree 210/2026)	Private contracts	FIDIC 1999 edition Silver Book
Payment after valid dossier	Maximum 14 working days	As agreed	56 days after statement (14.7(b))
Contractor may suspend for non-payment	After more than 28 days overdue (Art. 26)	As agreed; written notice advisable	21 days’ notice (16.1)
Termination for non-payment	More than 56 days after due date, unless agreed otherwise (Art. 27)	As agreed and per Civil Code	42 days after due date, then 14 days’ notice (16.2)
Final account	60 days, or 120 days if large or complex	As agreed	Draft final statement within 56 days of Performance Certificate (14.11)
Liquidation	45 days, or 90 days if large or complex	As agreed	Discharge with Final Statement (14.12)

FIDIC timelines are longer than the decree’s for payment, so a public-investment contract cannot copy them unamended. A private contract may keep the FIDIC mechanism, but it must stay coherent with Vietnamese rules on currency and unilateral final account.

Practical drafting points for foreign parties

Five drafting points matter most for payment and final account construction Vietnam documents.

• Define the payment dossier. List every document, the signatories and the format, and say when the dossier counts as “valid”, so that the payment clock cannot be argued about.
• Tie milestones to acceptance. For lump-sum work, payment by percentage works only if the contract defines what each percentage represents.
• Decide the interest rate. If you leave it blank, the commercial bank rate applies by default.
• Plan the final account from day one. Keep measurement sheets, acceptance minutes and as-built records as the project progresses, not at the end.
• Align the currency clause with foreign-exchange rules. This includes bank accounts, conversion and the allocation of exchange-rate risk.

A hypothetical example: a foreign contractor on a private factory project has a lump-sum contract with no milestone definitions. The employer disputes the percentage claimed in month eight and later argues that the final account window was missed. A milestone schedule and a deadline procedure would have closed both disputes.

Existing contracts and the 2026 transition

Article 33 of the decree deals with transition. Public-investment and PPP contracts signed and being performed before 1 July 2026 continue under the earlier rules, subject to an exception tied to Article 95(7) of the Law that we have not reviewed. For other projects, the parties may agree to adopt the decree; failing agreement, the rules in force at signing apply. Where a payment mechanism is weak, an agreed amendment may be the cheapest dispute prevention.

Payment and final account construction Vietnam across infrastructure, industry, energy and real estate

The payment and final account construction Vietnam rules read the same on paper for every project, yet cash-flow risk sits in different places depending on who funds the asset and when revenue starts.

Infrastructure and transport: public money and long settlement chains

Expressways, rail and airport terminals are often public-investment or PPP projects, although classification depends on the funding source of each project. On those projects the Decree 210/2026 payment, final account and liquidation periods discussed above apply; on private projects they do not apply automatically.

The North–South high-speed railway, about 1,541 km between Hanoi and Ho Chi Minh City through 15 provinces and cities, is a reminder that such programmes are split into many packages, each with its own volume measurement, payment dossier and final account. A contractor on one package should keep records at package level and watch for changes in State-budget disbursement timing.

Factories, steel, petrochemical and power: milestones, equipment and currency

A steel, petrochemical or cement plant, or an FDI factory in an industrial park, is typically a private EPC or design-build contract paid on milestones, with a large share of the price tied to imported equipment. This is where the currency clause matters: the dong is the default, and any foreign-currency payment structure should be tested against foreign-exchange rules before signing. Retention, advance payment guarantees and equipment-delivery milestones are negotiated, not statutory, on private jobs.

Renewable energy and power projects add lender control. For a solar farm, onshore or offshore wind project, grid connection or LNG-to-power plant, payment certificates are often reviewed by the lenders’ technical adviser, and the final account may be held back until commercial operation or the offtaker’s acceptance. Whether any public rules apply depends on ownership and the PPA structure.

Hotels, resorts, urban areas and mixed-use complexes

For a resort, hotel, urban area or mixed-use complex, the developer’s own cash flow, including sales and pre-sales, drives how fast the contractor is paid. Draft payment dates and interest on late payment carefully, because the contractor cannot rely on a public-investment rule. Phase-by-phase final accounts allow earlier release of retention for completed phases.

Sector	Typical contract or risk feature	What to check on this topic
Expressway, rail, airport terminal	Often public or PPP; many packages; State-budget timing	Which regime applies; package-level dossiers; 14-working-day rule only if public or PPP
Steel, petrochemical, cement, FDI factory	Private milestone payments; imported equipment	Currency clause, equipment milestones, retention and payment security
Solar, wind, grid, LNG-to-power	Lender-driven certification; revenue starts at commercial operation	Lenders’ adviser sign-off, final account timing, PPA alignment
Hotel, resort, urban area, mixed-use	Developer cash flow and sales-linked funding	Payment dates, late interest, phased final accounts

Conclusion

A sound payment and final account construction Vietnam strategy rests on a short list: use the decree’s fixed periods only where they apply, write explicit periods for private contracts, keep currency compliant, and treat final account and liquidation as separate steps. The practical next step is to compare your current payment clause, dossier list and final account procedure with Articles 26 to 31 of the decree and Articles 85 to 87 of the Law, and to correct gaps while the project is still running.

Frequently Asked Questions

Does the 14-working-day payment rule apply to private projects?

No. Under Decree 210/2026 it applies to public-investment and PPP contracts. For privately funded projects the parties agree the payment period, subject to the Law on Construction and the Civil Code.

Can a construction contract in Vietnam be paid in US dollars?

The statutory payment currency is Vietnamese dong. Foreign currency may be used only in compliance with foreign-exchange legislation, so any dollar clause needs specific legal and banking review before signing.

What happens if the employer will not agree the final account?

Article 87(5) of the Law allows the other party to prepare the final account unilaterally if a party fails to do so as agreed. The dossier must be supported by records.

Is there a statutory late payment interest rate?

The contract may fix the rate. If it does not, the overdue rate published by the commercial bank where the contractor holds its payment account applies for the relevant period.

How long do the parties have to liquidate a public-investment contract?

A maximum of 45 days, or 90 days for large and complex contracts, from completion of all obligations or termination. Private contracts follow the agreed period.

Disclaimer: This article is general information, not legal advice for a specific matter. The law is stated as at 22 October 2026. Reference to the official summary of Decree 210/2026 and the FIDIC website does not replace review of the full texts and your own contract.